INTERNATIONAL SPORTS WAGERING INC.
PROPRIETARY INFORMATION
INVENTIONS AND NON-SOLICITATION AGREEMENT FOR EMPLOYEES
I recognize that International Sports Wagering Inc. a Delaware
corporation, together with its subsidiaries and affiliates (collectively, the
"Company"), is engaged in a continuous program of research, development and
production respecting its business, present and future.
I understand that:
A. As part of my employment by the Company, I am expected to make new
contributions and inventions of value to the Company;
B. My employment creates a relationship of confidence and trust between me
and the Company with respect to any information:
(1) Applicable to the business of the Company; or
(2) Applicable to the business of any client or customer of the
Company, which may be made known to me by the Company or by
any client or customer of the Company, or learned by me in
such context during the period of my employment.
C. The Company possesses and will continue to possess information that has
been created, discovered, developed, or otherwise become known to the Company
(including, without limitation, information created, discovered, developed, or
made known by me during the period of or arising out of my employment by the
Company) and/or in which property rights have been assigned or otherwise
conveyed to the Company, which information has commercial value in the business
in which the Company is or may become engaged. All of the aforementioned
information is hereinafter called "Proprietary Information." By way of
illustration, but not limitation, Proprietary Information includes trade
secrets, processes, structures, formulas, data and know-how, improvements,
inventions, product concepts, techniques, marketing plans, strategies,
forecasts, customer lists, information regarding products, designs, methods,
systems, software programs, works of authorship, projects, plans and proposals,
information about the Company's employees and/or consultants (including, without
limitation, the compensation, job responsibility and job performance of such
employees and/or consultants, information about business and financial matters
(including, without limitation, information relating to costs, profits, budgets
and plans for future development and any other trade secrets and proprietary
information relating to the Company or its customers, other than information
which is otherwise generally available to the public other than as a result of a
disclosure by me.
D. As used herein, the period of my employment includes any time in which
I may be retained by the Company as a director or consultant.
In consideration of my employment or continued employment, as the case may
be, and the compensation received by me from the Company from time to time, I
hereby agree as follows:
1. Ownership of Proprietary Information. All Proprietary Information shall
be the sole property of the Company and its assigns, and the Company and its
assigns shall be the sole owner of all patents, copyrights and other rights in
connection therewith. I hereby assign to the Company any rights I may have or
acquire in such Proprietary Information. At all times, both during my employment
by the Company and after its termination, I will keep in confidence and trust
all Proprietary Information, and I will not use or disclose any Proprietary
Information or anything directly relating to it without the written consent of
the Company, except as may be necessary in the ordinary course of performing my
duties as an employee of the Company and only for the benefit of the Company.
Notwithstanding the foregoing, it is understood that, at all such times I am
free to use (a) information in the public domain not as a result of a breach of
this Agreement and (b) my own skill, knowledge, know-how and experience to
whatever extent and in whatever way I wish, in each case consistent with any of
the obligations as an employee of the Company.
2. Sole Employment. I agree that during the term of my employment by the
Company I will devote my efforts diligently and faithfully on a full-time basis
to the business of the Company.
3. Delivery of Documents and Data. I agree that during my employment I
shall not make, use or permit to be used any notes, memoranda, reports, lists,
records, drawings, sketches, specifications, software programs, data,
documentation or other materials of any nature relating to any matter within the
scope of the business of the Company or concerning any of its dealings or
affairs (the "Materials") otherwise than for the benefit of the Company. I
further agree that I shall not, after the termination of my employment, use or
permit to be used any such Materials, it being agreed that all of the foregoing
shall be and remain the sole and exclusive property of the Company. In the event
of the termination of my employment by me or by the Company for any reason, I
will deliver to the Company all Materials, I will not take with me or deliver to
anyone else any Materials or any reproduction of any description containing or
pertaining to any Proprietary Information and I will sign and deliver the
"Termination Certification" attached hereto as Exhibit B.
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4. Disclosure of Inventions. I will promptly disclose to the Company, or
any persons designated by it, all improvements, modifications, developments,
documentation, data, inventions, designs, ideas, copyrightable works,
discoveries, trademarks, copyrights, trade secrets, formulas, processes,
techniques, know-how, and data, whether or not patentable, made or conceived or
reduced to practice or learned by me, either alone or jointly with others,
during the period of my employment (whether or not during normal working hours)
which are related to or useful in the actual or anticipated business of the
Company, or result from tasks assigned me by the Company or result from use of
premises or equipment owned, leased, or contracted for by the Company (all said
improvements, inventions, designs, ideas, copyrightable works, discoveries,
trademarks, copyrights, trade secrets, formulas, processes, techniques, know-how
and data shall be collectively hereinafter called "Inventions").
5. Assignment of and Assistance on Inventions. I hereby assign to the
Company any rights I may have or acquire in all Inventions and agree that all
Inventions shall be the sole property of the Company and its assigns, and the
Company and its assigns shall be the sole owner of all patents, copyrights and
other rights in connection therewith. I further agree to assist the Company in
every proper way (but at the Company's expense) to obtain and, from time to
time, enforce patents, copyrights or other rights on said Inventions in any and
all countries, and to that end I will execute all documents necessary:
(a) to apply for, obtain and vest in the name of the Company alone
(unless the Company otherwise directs) letters patent, copyrights or
other analogous protection in any country throughout the world and
when so obtained or vested to renew and restore the same; and
(b) to defend any opposition proceedings in respect of such applications
and any opposition proceedings or petitions or applications for
revocation of such letters patent, copyright or other analogous
protection.
In the event the Company is unable, after reasonable effort, to secure my
signature on any letters patent, copyright or other analogous protection
relating to an Invention, whether because of my physical or mental incapacity or
for any other reason whatsoever, I hereby irrevocably designate and appoint the
Company and its duly authorized officers and agents as my agent and
attorney-in-fact, to act for and in my behalf and stead to execute and file any
such application or applications and to do all other lawfully permitted acts to
further the prosecution and issuance of letters patent, copyright or other
analogous protection thereon with the same legal force and effect as if executed
by me. My obligation to
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assist the Company in obtaining and enforcing patents and copyrights for such
Inventions in any and all countries shall continue beyond the termination of my
employment, but the Company shall compensate me at a reasonable rate after such
termination for time actually spent by me at the Company's request on such
assistance.
I acknowledge that all original works of authorship which are made by me
(solely or jointly with others) within the scope of my employment and which are
protectable by copyright are being created at the instance of the Company and
are "works made for hire," as that term is defined in the United States
Copyright Act (17 USCA, Section 101). If such laws are inapplicable or in the
event that such works, or any part thereof, are determined by a court of
competent jurisdiction not to be a work made for hire under the United States
copyright laws, this agreement shall operate as an irrevocable and unconditional
assignment by me to the Company of all of my right, title and interest
(including, without limitation all rights in and to the copyrights throughout
the world, including the right to prepare derivative works and the right to all
renewals and extensions) in the works in perpetuity.
6. Prior Inventions. All improvements, inventions, designs, ideas,
copyrightable works, discoveries, trademarks, copyrights, trade secrets,
formulas, processes, techniques, know-how and data relevant to the subject
matter of my employment by the Company which have been made or conceived or
first reduced to practice by me alone or jointly with others prior to my
engagement by the Company shall be deemed "Inventions" for the purposes of this
Agreement except as set forth on Exhibit A hereto. I represent that the
Inventions identified in the pages, if any, attached hereto comprise all the
unpatented and uncopyrighted Inventions which I have made or conceived prior to
my employment by the Company, which Inventions are excluded from this Agreement.
I understand that it is only necessary to list the title and purpose of such
Inventions but not details thereof.
7. No Breach of Duty. I represent that my performance of all the terms of
this Agreement and as an employee of the Company does not, and to the best of my
present knowledge and belief, will not breach any agreement or duty to keep in
confidence proprietary information acquired by me in confidence or in trust
prior to my employment by the Company. I have not entered into, and I agree will
not enter into, any agreement either written or oral in conflict herewith. I am
not at the present time restricted from being employed by the Company or
entering into this Agreement.
8. No Prior Employer Property. I understand as part of the consideration
for the offer of employment extended to me by the Company and of my employment
or continued employment by the
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Company, that I have not brought and will not bring with me to the Company, or
use in the performance of my responsibilities at the Company, any materials or
documents of a former employer which are not generally available to the public,
unless I or the Company have obtained written authorization from the former
employer for their possession and use.
Accordingly, this is to advise the Company that the only materials or
documents of a former employer which are not generally available to the public
that I will bring to the Company or use in my employment are identified on
Exhibit A attached hereto, and as to each such item, I represent that I have
obtained, prior to the effective date of my employment with the Company, written
authorization for their possession and use in my employment with the Company.
I also understand that, in my employment with the Company, I am not to
breach any obligation of confidentiality or duty that I have to former
employers, and I agree that I shall fulfill all such obligations during my
employment with the Company.
9. Non-Solicitation. During the term of my employment by the Company, and
for twelve months thereafter, I shall not, directly or indirectly, without the
prior written consent of the Company:
(a) solicit or induce any employee of the Company to leave the
employ of the Company or hire for any purpose any employee of
the Company or any employee who has left the employment of the
Company within six months of the termination of said
employee's employment with the Company;
(b) solicit or accept employment or be retained by any competitor
of the Company, unless such employment or retention would not
involve my engaging in competitive activities with the
business of the Company at the time of termination of my
employment; or
(c) solicit or accept the business of any client of the
Company.
The provisions of Subsection 9(c) above shall not apply to me if my
employment with the Company is terminated by the Company without "cause."
"Cause" shall mean (i) that I have engaged in willful and material misconduct,
including willful and material failure to perform my duties as an employee of
the Company, or (ii) that I have breached this Agreement in any material
respect, which
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breach has not been cured by me within thirty days after written notice of such
breach has been delivered to me.
10. No Employment Agreement. I agree that the Company is not by reason of
this Agreement obligated to continue me in its employment.
11. Remedies for Breach. I agree that any breach of this Agreement by me
would cause irreparable damage to the Company and that, in the event of such
breach, the Company shall have, in addition to any and all remedies of law, the
right to an injunction, specific performance or other equitable relief to
prevent or redress the violation of my obligations hereunder. Nothing contained
herein shall be construed to prohibit the Company from pursuing any other
remedies available at law or equity for any breach or threatened breach or
violation of any obligation hereunder, including, without limitation, the
recovery of damages.
12. Separability. If any provision hereof shall be declared unenforceable
for any reason, such enforceability shall not affect the enforceability of the
remaining provisions of this Agreement. Further, such provision shall be
reformed and construed to the extent permitted by law so that it would be valid,
legal and enforceable to the maximum extent possible.
13. Effective Date. This Agreement shall be effective as of the first day
of my employment by the Company, namely: __________.
14. Assignability. This Agreement shall be binding upon me, my heirs,
executors, assigns, and administrators, shall inure to the benefit of the
Company, its successors, and assigns, and shall survive the termination of my
employment by the Company, regardless of the manner of such termination.
15. Applicable Law. This Agreement shall in all respects be governed by,
and construed and enforced in accordance with the laws of the State of New York,
without reference to conflict of laws principles.
16. Amendment; Waiver. Any amendment to or modification of this Agreement,
and any waiver of any provision hereof, shall be in writing. Any waiver by the
Company of a breach of any provision of
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this Agreement shall not operate or be construed as a waiver of my
subsequent breach hereof.
Dated as of: By:
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(Signature)
ACCEPTED AND AGREED TO:
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(Print or Type Name)
INTERNATIONAL SPORTS WAGERING INC.
By:
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Name:
Title:
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EXHIBIT A
International Sports Wagering Inc.
00 Xxxxxxx Xx
Xxxxx, XX 00000
Ladies and Gentlemen:
1. The following is a complete list of all inventions or improvements
relevant to the subject matter of my employment by you (the "Company") which
have been made or conceived or first reduced to practice by me alone or jointly
with others prior to my employment by the Company which shall not be deemed to
be "Inventions" for purposes of the foregoing Proprietary Information,
Inventions and Non-Solicitation Agreement:
No inventions or improvements
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See Below
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Additional sheets attached
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2. I propose to bring to my employment the following materials and
documents of a former employer which are not generally available to the public,
which materials and documents may be used in my employment:
No materials
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See Below
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Additional sheets attached
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The signature below confirms that my continued possession and use of these
materials is authorized by my former employer.
Very truly yours,
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(Signature)
Dated as of
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(Print or Type Name)
EXHIBIT B
INTERNATIONAL SPORTS WAGERING INC.
Termination Certification
This is to certify that I do not have in my possession, nor have I failed
to return, any devices, records, data, notes, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches, materials,
equipment, other documents or property, or reproductions of any aforementioned
items belonging to International Sports Wagering Inc., its subsidiaries,
affiliates, successors or assigns (together, the "Company").
I further certify that I have complied with all the terms of the Company's
Proprietary Information, Inventions and Non-Solicitation Agreement signed by me,
including the reporting of any Inventions and original works of authorship (as
defined therein), conceived or made by me (solely or jointly with others)
covered by that agreement.
I further agree that, in compliance with the Proprietary Information,
Inventions and Non-Solicitation Agreement, I will preserve as confidential all
trade secrets, confidential knowledge, data and other proprietary information
relating to products, processes, know-how, designs, formulas, developmental or
experimental work, computer lists, business plans, financial works or
authorship, customer lists, business plans, financial information or other
subject matter pertaining to any business of the Company or any of its clients,
consultants or licenses.
Date:
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(Signature)
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(print or type name)
